2019 Form 10-K 69 70 Nike, Inc
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FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NIKE, INC. FORM 10-K ANNUAL REPORT ON FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 TABLE OF CONTENTS FOR THE FISCAL YEAR ENDED MAY 31, 2019 PAGE OR PART I 69 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. Business 69 FOR THE TRANSITION PERIOD FROM TO . General 69 Products 69 Commission File No. 1-10635 Sales and Marketing 70 United States Market 70 International Markets 71 Significant Customer 71 Product Research, Design and Development 72 NIKE, Inc. Manufacturing 72 (Exact name of Registrant as specified in its charter) International Operations and Trade 73 Competition 73 OREGON 93-0584541 Trademarks and Patents 74 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) One Bowerman Drive, Beaverton, Oregon 97005-6453 Employees 74 (Address of principal executive offices) (Zip Code) Information about our Executive Officers 75 (503) 671-6453 ITEM 1A. Risk Factors 76 (Registrant's telephone number, including area code) ITEM 1B. Unresolved Staff Comments 87 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: ITEM 2. Properties 87 Class B Common Stock NKE New York Stock Exchange Legal Proceedings 87 (Title of each class) (Trading symbol) (Name of each exchange on which registered) ITEM 3. SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: ITEM 4. Mine Safety Disclosures 87 NONE PART II 88 Indicate by check mark: YES NO ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 88 • if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ ¨ ITEM 6. Selected Financial Data 90 • if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ þ ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 92 • whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities þ ¨ Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 112 to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ITEM 8. Financial Statements and Supplementary Data 114 • whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant þ ¨ to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 153 period that the registrant was required to submit such files). ITEM 9A. Controls and Procedures 153 • whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of ITEM 9B. Other Information 153 the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ PART III 154 • if an emerging growth company, if the registrant has elected not to use the extended transition period for ¨ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the (Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III Exchange Act. is incorporated by reference from the Proxy Statement for the NIKE, Inc. 2019 Annual Meeting of • whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ þ Shareholders.) ITEM 10. Directors, Executive Officers and Corporate Governance 154 As of November 30, 2018, the aggregate market values of the Registrant's Common Stock held by non-affiliates were: ITEM 11. Executive Compensation 154 Class A $ 5,260,259,370 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 154 Class B 94,690,612,760 $ 99,950,872,130 ITEM 13. Certain Relationships and Related Transactions and Director Independence 154 ITEM 14. Principal Accountant Fees and Services 154 As of July 19, 2019, the number of shares of the Registrant's Common Stock outstanding were: Class A 315,024,752 PART IV 155 Class B 1,251,863,621 ITEM 15. Exhibits and Financial Statement Schedules 155 1,566,888,373 ITEM 16. Form 10-K Summary 158 Signatures 160 DOCUMENTS INCORPORATED BY REFERENCE: Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September 19, 2019 are incorporated by reference into Part III of this Report. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NIKE, INC. FORM 10-K ANNUAL REPORT ON FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 TABLE OF CONTENTS FOR THE FISCAL YEAR ENDED MAY 31, 2019 PAGE OR PART I 69 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. Business 69 FOR THE TRANSITION PERIOD FROM TO . General 69 Products 69 Commission File No. 1-10635 Sales and Marketing 70 United States Market 70 International Markets 71 Significant Customer 71 Product Research, Design and Development 72 NIKE, Inc. Manufacturing 72 (Exact name of Registrant as specified in its charter) International Operations and Trade 73 Competition 73 OREGON 93-0584541 Trademarks and Patents 74 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) One Bowerman Drive, Beaverton, Oregon 97005-6453 Employees 74 (Address of principal executive offices) (Zip Code) Information about our Executive Officers 75 (503) 671-6453 ITEM 1A. Risk Factors 76 (Registrant's telephone number, including area code) ITEM 1B. Unresolved Staff Comments 87 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: ITEM 2. Properties 87 Class B Common Stock NKE New York Stock Exchange Legal Proceedings 87 (Title of each class) (Trading symbol) (Name of each exchange on which registered) ITEM 3. SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: ITEM 4. Mine Safety Disclosures 87 NONE PART II 88 Indicate by check mark: YES NO ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 88 • if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ ¨ ITEM 6. Selected Financial Data 90 • if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ þ ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 92 • whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities þ ¨ Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 112 to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ITEM 8. Financial Statements and Supplementary Data 114 • whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant þ ¨ to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 153 period that the registrant was required to submit such files). ITEM 9A. Controls and Procedures 153 • whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of ITEM 9B. Other Information 153 the Exchange Act. Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ PART III 154 • if an emerging growth company, if the registrant has elected not to use the extended transition period for ¨ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the (Except for the information set forth under “Information about our Executive Officers” in Item 1 above, Part III Exchange Act. is incorporated by reference from the Proxy Statement for the NIKE, Inc. 2019 Annual Meeting of • whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ þ Shareholders.) ITEM 10. Directors, Executive Officers and Corporate Governance 154 As of November 30, 2018, the aggregate market values of the Registrant's Common Stock held by non-affiliates were: ITEM 11. Executive Compensation 154 Class A $ 5,260,259,370 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 154 Class B 94,690,612,760 $ 99,950,872,130 ITEM 13. Certain Relationships and Related Transactions and Director Independence 154 ITEM 14. Principal Accountant Fees and Services 154 As of July 19, 2019, the number of shares of the Registrant's Common Stock outstanding were: Class A 315,024,752 PART IV 155 Class B 1,251,863,621 ITEM 15. Exhibits and Financial Statement Schedules 155 1,566,888,373 ITEM 16. Form 10-K Summary 158 Signatures 160 DOCUMENTS INCORPORATED BY REFERENCE: Parts of Registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on September 19, 2019 are incorporated by reference into Part III of this Report.